Newswires
ONCOLOGY INSTITUTE, INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of TheOncology Institute, Inc. ("TOI") along with its consolidating subsidiaries (the "Company"). The discussion should be read together with the unaudited condensed consolidated financial statements and the related notes that are included elsewhere in this Report. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act"), as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Such statements are based upon current expectations, as well as management's beliefs and assumptions and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words "believes," "anticipates," "plans," "expects." "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year endedDecember 31, 2021 . In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ. All dollar values are expressed in thousands, unless otherwise noted.
Overview
The Company is a leading value-based oncology company that manages community-based oncology practices that serve patients at 74 clinic locations across 14 markets and five states throughoutthe United States , which are staffed with 111 oncologists and advanced practice providers. 60 of these clinics are staffed with 100 providers employed by our affiliated physician-owned professional corporations, which management refers to as the "TOI PCs", which have provided care for more than 51,000 patients in 2021 and managed a population of approximately 1.7 million patients under value-based agreements as ofSeptember 30, 2022 . The Company also provides management services on behalf of 14 clinic locations owned by independent oncology practices. The Company's mission is to heal and empower cancer patients through compassion, innovation, and state-of-the-art medical care. Operationally, the Company's medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, radiation, educational seminars, support groups, counseling, and 24/7 patient assistance. Many of our services, such as managing clinical trials, palliative care programs and stem cell transplants, are traditionally accessed through academic and tertiary care settings, while the TOI PCs bring these services to patients in a community setting. As scientific research progresses and more treatment options become available, cancer care is shifting from acute care episodes to chronic disease management. With this shift, it is increasingly important for high-quality, high-value cancer care to be available in a local community setting to all patients in need. As a value-based oncology company, the Company seeks to deliver both better quality care and lower cost of care. The Company works to accomplish this goal by reducing wasteful, inefficient or counterproductive care that drives up costs but does not improve outcomes. The Company believes payors and employers are aligned with the value-based model due to its enhanced access, improved outcomes, and lower costs. Patients under the Company's affiliated providers' care can benefit from evidence-based and personalized care plans, gain access to sub-specialized care in convenient community locations, and lower out-of-pocket costs. The Company believes its affiliated providers enjoy the stability and predictability of a large multi-state practice, are not incentivized or pressured to overtreat when it may be inconsistent with a patient's goals of care, and can focus on practicing outstanding evidence-based medicine, rather than business building. The Business Combination OnJune 28, 2021 ,DFP Healthcare Acquisition Corp. ("DFPH"),Orion Merger Sub I, Inc. ("First Merger Sub") andOrion Merger Sub II, LLC ("Second Merger Sub") entered into an agreement and plan of merger ("Merger Agreement") withTOI Parent, Inc. ("TOI Parent") (collectively, the "Business Combination"). In connection with the Business Combination, DFPH entered into subscription agreements with certain investors (the "PIPE Investors "), whereby it issued 17.5 million shares of common stock at$10.00 per share and 100,000 shares of preferred stock at$1,000.00 per share ("PIPE Shares") for an aggregate investment of$275,000 ("PIPE Investment "), which closed simultaneously with the consummation of the Business Combination. The Business Combination closed onNovember 12, 2021 ("Closing Date"). On the Closing Date, (i) First Merger Sub merged with and into TOI Parent, with TOI Parent being the surviving corporation and (ii) immediately following, TOI Parent merged with and into Second Merger Sub ("Legacy TOI"), with Second Merger Sub being the surviving entity and a wholly 44
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owned subsidiary of DFPH. DFPH was renamed "TheOncology Institute, Inc. " and TOI Common Stock and Public Warrants continued to be listed on Nasdaq under the ticker symbols "TOI" and "TOIIW," respectively. The total merger consideration on the Closing Date was$762,052 , consisting of 51.3 million shares of common stock, valued at$10.00 per share (aggregate$595,468 , inclusive of shares of DFPH common stock issuable per restricted stock units and the exercise of Legacy TOI stock options), and$166,584 in cash. Legacy TOI also issued 12.5 million shares of common stock pursuant to the terms of an earnout ("Earnout Shares"). The earnout shares are allocable to both Legacy TOI stockholders and Legacy TOI option holders. On the Closing Date, shares of DFPH common stock that were not otherwise redeemed as part of the DFPH public stockholder vote and the PIPE Shares automatically converted into shares of TOI stock on a one-for-one basis. The Business Combination was accounted for as a reverse recapitalization in accordance withU.S. generally accepted accounting principles ("U.S. GAAP"). Under this method of accounting, DFPH was treated as the "acquired" company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFPH, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Legacy TOI.
Public Company Costs
Subsequent to the Business Combination, the Company has continued as anSEC -registered and Nasdaq-listed company. The Company has hired, and expects to continue hiring, additional staff, and expects to continue implementing new processes and procedures to address public company requirements. The Company also incurred, and expects to continue incurring, substantial additional expenses for, among other things, directors' and officers' liability insurance, director fees, and additional internal and external costs for investor relations, accounting, audit, legal and other functions.
Impact of COVID-19
The measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the way in which the Company conducts its day-to-day business. The Company has followedU.S. guidance to protect its employees and operations during the pandemic and implemented a partially remote environment for certain business activities. The Company cannot predict the ongoing impacts of the COVID-19 pandemic or the distribution of vaccines on its business or operations, but will continue to actively monitor the related issues and may take further action that alters its business operations, including as may be required by federal, state, local or foreign authorities or that it determines are in the best interests of its employees, payors, partners and stockholders. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), which was enacted onMarch 27, 2020 , the Paycheck Protection Program and Health Care Enhancement Act (the "PPPHCE Act"), which was enacted onApril 24, 2020 , and the Consolidated Appropriations Act, 2021 (the "CAA"), which was enacted onDecember 27, 2020 . In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee-for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During 2021 and 2020, the Company obtained loans of$4,993 pursuant to the CARES Act;$2,727 under the Accelerated and Advance Payment Program; and$2,001 from Provider Relief Funding under the CARES Act. Additionally, the Company obtained loans of$332 under the CARES Act as a result of acquisitions of physician practices. As ofSeptember 30, 2022 , all loans obtained by the Company have been forgiven.
Key Factors Affecting Performance
Through the TOI PCs, the Company serves adult and senior cancer patients in
markets that have Medicare Advantage ("MA") plans. The Company plans to leverage
its long-established, strong relationships with payors to continue to build out
its network and increase access to cancer patients in adjacent markets, while at
the same time, decreasing oncology care costs for both patients and payors. The
Company seeks to provide high quality and lower cost care delivery through the
following capabilities:
•a recruiting process focused on selecting physicians that want to practice
evidence-based medicine;
•technology-enabled care pathways ensuring adherence to evidence-based clinical
protocols;
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•strong clinical culture and physician oversight;
•care management to prevent unnecessary hospitalizations;
•care delivered in community clinics versus hospital setting;
•clinically appropriate integration of palliative care and hospice aligned with
patients' goals for care;
•access to clinical trials providing cutting-edge treatment options at low or no
cost to patients or payors; and
•appropriate provider training on clinical documentation to ensure proper risk
adjustment and reimbursement for complex patients.
Key Business Metrics
In addition to our financial information, the Company's management reviews a
number of operating and financial metrics, including the following key metrics,
to evaluate our business, measure our performance, identify trends affecting our
business, formulate business plans, and make strategic decisions.
Three Months Ended September 30 ,
Nine Months Ended
2022 2021 2022 2021 Clinics (1) 74 62 74 62 Markets 14 10 14 10 Lives under value-based contracts (millions) 1.7 1.6 1.7 1.6
Adjusted EBITDA (in thousands) (2)
(1) Includes independent oncology practices to which we provide limited
management services, but do not bear the operating costs.
(2) Adjusted EBITDA is a "non-GAAP" financial measure with the meaning of Item 10 of Regulation S-K promulgated by theSEC . The Company defines adjusted EBITDA as net income (loss) excluding:
•Depreciation and amortization,
•Interest expense, net, •Income tax expense, •Board and management fees, •Non-cash addbacks,
•Changes in fair value of liabilities,
•Unrealized gains (losses) on investments
•Stock-based compensation,
•Practice acquisition-related costs,
•Practice acquisition deferred purchase price,
•Consulting and legal fees,
•Public company transaction costs, and
•Other specific charges.
The Company includes adjusted EBITDA because it is an important measure upon
which our management uses to assess the results of operations, to evaluate
factors and trends affecting the business, and to plan and forecast future
periods.
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Management believes that this measure provides an additional way of viewing aspects of the Company's operations that, when viewed with the GAAP results, provides a more complete understanding of the Company's results of operations and the factors and trends affecting the business. However, non-GAAP financial measures should be considered a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance withU.S. GAAP. Non-GAAP financial measures used by management may differ from the non-GAAP measures used by other companies, including the Company's competitors. Management encourages investors and others to review the Company's financial information in its entirety, not to rely on any single financial measure.
The following tables provide a reconciliation of net income (loss), the most
closely comparable GAAP financial measure, to Adjusted EBITDA:
Three Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ %
Net income (loss) $ (2,674) $ (2,980) $ 306 (10.3) %
Depreciation and amortization 1,134 850 284 33.4 %
Interest expense, net 1,497 78 1,419 1,819.2 %
Income tax expense (24) 799 (823) (103.0) %
Board and management fees 64 106 (42) (39.6) %
Non-cash addbacks(1) 299 99 200 202.0 %
Share-based compensation 6,546 59 6,487 10,994.9 %
Change in fair value of liabilities (18,932) - (18,932) N/A
Unrealized (gains) losses on investments 33 - 33 N/A
Practice acquisition-related costs(2) 166 71 95 133.8 %
Practice acquisition deferred purchase price(3) 2,088 - 2,088 N/A
Consulting and legal fees(4) 883 221 662 299.5 %
Other, net(5) 1,239 807 432 53.5 %
Transaction costs(6) 1,001 - 1,001 N/A
Adjusted EBITDA $ (6,680) $ 110 $ (6,790) (6,172.7) %
(1) During the three months ended September 30, 2022 , non-cash addbacks were
primarily comprised of net bad debt write-offs of $143 and non-cash rent of
$148 . During the three months ended September 30, 2021 , non-cash addbacks were
primarily comprised of net bad debt write-offs of $54 and non-cash rent of $45 .
(2) Practice acquisition-related costs were comprised of consulting and legal
fees incurred to perform due diligence, execute, and integrate acquisitions of
various oncology practices.
(3) Deferred consideration payments for practice acquisitions that are
contingent upon the seller's future employment at the Company.
(4) Consulting and legal fees were comprised of a subset of the Company's total consulting and legal fees during the three months endedSeptember 30, 2022 and 2021, and related to certain advisory projects, software implementations, and legal fees for debt financing and predecessor litigation matters. (5) Other, net is comprised of severance expenses resulting from cost rationalization programs of$117 and$124 , as well as temporary labor of$291 and$331 , recruiting expenses to build out corporate infrastructure of$798 and$352 and other miscellaneous charges of$33 and$0 during the three months endedSeptember 30, 2022 and 2021, respectively.
(6) Transaction costs incurred related to the issuance of the Senior Secured
Convertible Note such as legal, audit, administrative, and registration fees.
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Nine Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ %
Net income (loss) $ 11,159 $ (771) $ 11,930 (1,547.3) %
Depreciation and amortization 3,219 2,421 798 33.0 %
Interest expense, net 1,632 260 1,372 527.7 %
Income tax expense 124 1,797 (1,673) (93.1) %
Board and management fees 171 314 (143) (45.5) %
Non-cash addbacks(1) 604 (5,642) 6,246 (110.7) %
Share-based compensation 21,613 152 21,461 14,119.1 %
Change in fair value of liabilities (69,776) - (69,776) N/A
Unrealized (gains) losses on investments 33 - 33 N/A
Practice acquisition-related costs(2) 699 268 431 160.8 %
Practice acquisition deferred purchase price(3) 2,088 - 2,088 N/A
Consulting and legal fees(4) 2,682 1,151 1,531 133.0 %
Other, net(5) 3,826 572 3,254 568.9 %
Transaction costs(6) 3,195 - 3,195 N/A
Adjusted EBITDA $ (18,731) $ 522 $ (19,253) (3,688.3) %
(1) During the nine months ended September 30, 2022 , non-cash addbacks were
primarily comprised of net bad debt write-offs of $402 , non-cash rent of $180
and other miscellaneous charges of $22 . During the nine months ended September
30, 2021 , non-cash addbacks were primarily comprised of gain on debt
extinguishment of $5,186 and net bad debt recoveries of $667 .
(2) Practice acquisition-related costs were comprised of consulting and legal
fees incurred to perform due diligence, execute, and integrate acquisitions of
various oncology practices.
(3) Deferred consideration payments for practice acquisitions that are
contingent upon the seller's future employment at the Company.
(4) Consulting and legal fees were comprised of a subset of the Company's total consulting and legal fees during the nine months endedSeptember 30, 2022 and 2021, and related to certain advisory projects, software implementations, and legal fees for debt financing and predecessor litigation matters. (5) Other, net is comprised of severance expenses resulting from cost rationalization programs of$203 and$124 , as well as temporary labor of$1,105 and$847 , recruiting expenses to build out corporate infrastructure of$2,429 and$624 , and other miscellaneous expense of$89 and$0 during the nine months endedSeptember 30, 2022 and 2021, respectively. During the nine months endedSeptember 30, 2022 and 2021 such expenses were partially offset by$0 and$1,023 , respectively, of stimulus funds received under the CARES Act.
(6) Transaction costs incurred related to the Business Combination and the
issuance of the Senior Secured Convertible Note such as legal, audit,
administrative, and registration fees.
Components of Results of Operations
Revenue
The Company receives payments from the following sources for services rendered:
(i) commercial insurers; (ii) pharmacy benefit managers ("PBMs"), (iii) the
federal government under the Medicare program administered by the Centers for
Medicare and Medicaid Services ("CMS"); (iv) state governments under Medicaid
and other programs; (v) other third-party payors and managed care organizations
(e.g., risk bearing organizations and independent practice associations
("IPAs")); and (vi) individual patients and clients.
Revenue primarily consists of capitation revenue, fee-for-service ("FFS")
revenue, dispensary revenue, and clinical trials revenue. Capitation and FFS
revenue comprise the revenues within the Company's patient services segment and
are presented together in the results of operations. The following paragraphs
provide a summary of the principal forms of our billing arrangements and how
revenue is recognized for each type of revenue.
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Capitation
Capitation revenues consist primarily of fees for medical services provided by the TOI PCs to the Company's patients under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly based on the number of enrollees by the contracted managed care organization (per member per month or "PMPM"). Capitation contracts generally have a legal term of one year or longer. Payments in capitation contracts are variable since they primarily include PMPM fees associated with unspecified membership that fluctuates throughout the term of the contract; however, based on our experience, our total underlying membership generally increases over time as penetration of MA products grows. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members are deducted from the future payment. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time.
Fee-for-service revenue
FFS revenue represents revenue earned under contracts in which we bill and
collect for medical services rendered by the TOI PCs' employed physicians. The
terms for FFS contracts are short in duration and only last for the period over
which services are rendered (typically, one day). FFS revenue consists of fees
for medical services provided to patients. As specialist providers, our FFS
revenue is dependent on referrals from other physicians, such as primary care
physicians. The Company's affiliated providers build trusted, professional
relationships with these physicians and their associated medical groups, which
can lead to recurring FFS volume; however, this volume is subject to numerous
factors the Company cannot control and can fluctuate over time. The Company also
receives FFS revenue for capitated patients that receive medical services which
are excluded from the Company's capitation contracts. Under the FFS
arrangements, third-party payors and patients are billed for patient care
services provided by the TOI PCs. Payments for services provided are generally
less than billed charges. The Company records revenue net of an allowance for
contractual adjustments, which represents the net revenue expected to be
collected from third-party payors (including managed care, commercial, and
governmental payors such as Medicare and Medicaid), and patients. These expected
collections are based on fees and negotiated payment rates in the case of
third-party payors, the specific benefits provided for under each patient's
healthcare plan, mandated payment rates in the case of Medicare and Medicaid
programs, and historical cash collections (net of recoveries). The recognition
of net revenue (gross charges less contractual allowances) from such services is
dependent on certain factors, such as the proper completion of medical charts
following a patient visit, the forwarding of such charts to our billing center
for medical coding and entering into the Company's billing system, and the
verification of each patient's submission or representation at the time services
are rendered as to the payor(s) responsible for payment of such services.
Revenue is recorded on the date the services are rendered based on the
information known at the time of entering of such information into the Company's
billing systems as well as an estimate of the revenue associated with medical
services.
Dispensary
Oral prescription drugs prescribed by doctors to their patients are sold
directly through the TOI PCs' dispensaries. Revenue for the prescriptions is
based on fee schedules set by various PBMs and other third-party payors. The fee
schedule is often subject to direct and indirect remuneration ("DIR") fees,
which are based primarily on pre-established metrics. DIR fees may be assessed
in the periods after payments are received against future payments. The Company
recognizes revenue, deducted by estimated DIR fees, at the time the patient
takes possession of the oral drug.
Clinical trials revenue
The TOI PCs also enter into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities that are satisfied over time as the output of results from the trial is captured for the trial sponsor to review. Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer.
Operating Expenses
Direct costs - patient services
Direct costs - patient services primarily includes chemotherapy drug costs,
clinician salaries and benefits, and medical supplies. Clinicians include
oncologists, advanced practice providers such as physician assistants and nurse
practitioners, and registered nurses employed by the TOI PCs.
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Direct costs - dispensary
Direct costs - dispensary primarily includes the cost of oral medications
dispensed in the TOI PCs' clinic locations.
Direct costs - clinical trials & other
Direct costs - clinical trials & other primarily includes costs related to
clinical trial contracts and medical supplies.
Selling, general and administrative expense
Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development. Following the consummation of the Business Combination, general and administrative expenses have increased, and the Company expects continued increases over time, due to the additional legal, accounting, insurance, investor relations and other costs that the Company incurs as a public company, as well as other costs associated with continuing to grow the business. While the Company expects its selling, general and administrative expenses to increase in absolute dollars in the foreseeable future. such expenses are on average expected to decrease as a percentage of revenue over the long term.
Results of Operations
The following table sets forth our Condensed Consolidated Statements of
Operations data expressed as a percentage of total revenues for the periods
indicated. The Company's management is not aware of material events or
uncertainties that would cause the financial information below to not be
indicative of future operating results or results of future financial condition.
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenue
Patient services 68.7 % 63.1 % 65.6 % 61.3 %
Dispensary 29.0 % 34.3 % 31.9 % 35.4 %
Clinical trials & other 2.3 % 2.6 % 2.5 % 3.3 %
Total operating revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses
Direct costs - patient services 55.6 % 48.6 % 53.2 % 47.8 %
Direct costs - dispensary 24.2 % 29.2 % 26.4 % 30.3 %
Direct costs - clinical trials & other 0.2 % 0.3 % 0.2 % 0.3 %
Selling, general and administrative expense 49.2 % 24.4 % 49.7 % 23.3 %
Depreciation and amortization 1.7 % 1.6 % 1.8 % 1.6 %
Total operating expenses 130.9 % 104.1 % 131.3 % 103.3 %
Loss from operations (30.9) % (4.1) % (31.3) % (3.3) %
Other non-operating expense (income)
Interest expense, net 2.3 % 0.2 % 0.9 % 0.2 %
Change in fair value of derivative warrant
liabilities 0.2 % - % (0.2) % - %
Change in fair value of earnout liabilities (5.5) % - % (29.7) % - %
Change in fair value of conversion option
derivative liabilities (23.9) % - % (8.6) % - %
Gain on debt extinguishment - % - % (0.1) % (3.4) %
Other, net 0.1 % (0.1) % 0.1 % (0.8) %
Total other non-operating (income) loss (26.8) % 0.1 % (37.6) % (4.0) %
Income (loss) before provision for income (loss)
taxes (4.1) % (4.2) % 6.3 % 0.7 %
Income tax (expense) benefit - % (1.5) % (0.1) % (1.2) %
Net income (loss) (4.1) % (5.7) % 6.2 % (0.5) %
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Comparison of the Three and Nine Months Ended
Revenue
Three Months Ended September
30, Change Nine Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ % 2022 2021 $ %
Patient services $ 44,627 $ 32,967 $ 11,660 35.4 % $ 118,793 $ 92,375 $ 26,418 28.6 %
Dispensary 18,839 17,918 921 5.1 % 57,736 53,318 4,418 8.3 %
Clinical trials & other 1,511 1,390 121 8.7 % 4,530 5,006 (476) (9.5) %
Total operating revenue $ 64,977 $ 52,275 $ 12,702 24.3 % $ 181,059 $ 150,699 $ 30,360 20.1 %
Patient services
Three Months Ended
The increase in patient services revenue was primarily due to a 31.2% increase in FFS revenue as a result of practice acquisitions and an overall increase in clinic count as well as a 6.0% increase in capitation revenue due to new capitation contracts entered into during 2022 and in the latter half of 2021.
Nine Months Ended
The increase in patient services revenue was primarily due to a 22.9% increase in FFS revenue as a result of practice acquisitions and an overall increase in clinic count as well as a 5.6% increase in capitation revenue due to new capitation contracts entered into during 2022 and in the latter half of 2021.
Dispensary
Three Months Ended
The increase in dispensary revenue was primarily due to a 0.3% increase in the
average revenue per fill in addition to a 4.8% increase in the number of fills.
Nine Months Ended
The increase in dispensary revenue was primarily due to a 10.2% increase in the average revenue per fill offset by a 1.7% decline in the number of fills due to the newMedi-Cal reimbursement policy that was implemented in 2022 that transitioned claims processing from medical claims to pharmacy claims.
Clinical trials & other
The decrease in clinical trials and other revenue was primarily due to a
decrease in visits and lower reimbursement revenue compared to prior year for
the nine months ended
Operating Expenses
Three Months Ended September 30, Change Nine Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ % 2022 2021 $ %
Direct costs - patient
services $36,126 $ 25,391 $ 10,735 42.3 % $96,379 $ 72,051 $ 24,328 33.8 %
Direct costs - dispensary 15,738 15,279 459 3.0 % 47,816 45,639 2,177 4.8 %
Direct costs - clinical
trials & other 113 182 (69) (37.9) % 400 494 (94) (19.0) %
Selling, general and
administrative expense 31,963 12,730 19,233 151.1 % 90,117 35,120 54,997 156.6 %
Depreciation and amortization 1,134 850 284 33.4 % 3,219 2,421 798 33.0 %
Total operating expenses $85,074 $ 54,432 $ 30,642 56.3 % $237,931 $ 155,725 $ 82,206 52.8 %
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Patient services cost
Three Months Ended
The increase in patient services cost was primarily due to a 29.1% increase in intravenous drug costs, driven by the Company's patient mix and volume, as well as 11.2% increase in clinical payroll costs due to the growth in clinic count.
Nine Months Ended
The increase in patient services cost was primarily due to a 18.9% increase in intravenous drug costs, driven by the Company's patient mix and volume, as well as 13.1% increase in clinical payroll costs due to the growth in clinic count.
Dispensary cost
Three Months Ended
The increase in dispensary cost was primarily due to a 4.8% increase in the
number of prescriptions filled, offset by a 1.7% decrease in the average cost of
the prescriptions filled.
Nine Months Ended
The increase in dispensary cost was primarily due to a 6.6% increase in the
average cost of the prescriptions filled offset by a 1.7% decline in the number
of prescriptions filled.
Selling, general and administrative expense
Three Months Ended
The increase in selling, general and administrative expense was primarily driven by an increase in share-based compensation expense of 51.0%, an increase of 16.4% in contingent consideration related to acquisitions as a result of the out of period adjustment to reflect the reclassification of the deferred consideration to contingent consideration and an increase of 7.9% in transaction costs related to the Senior Secured Convertible Note. In addition, salaries and benefits increased 29.8% due to the growth in the Company's management and corporate team. The remainder of the increases were primarily to support the continued growth of our business.
Nine Months Ended
The increase in selling, general and administrative expense was primarily driven
by an increase in share-based compensation expense of 61.1%, and increase of
5.9% in post combination compensation expense related to contingent
consideration from acquisitions, inclusive of the out of period adjustment and
an increase of 9.1% in transaction costs related to the Business Combination and
the Senior Secured Convertible Note. In addition, salaries and benefits
increased 30.4% due to the growth in the Company's management and corporate
team. The remainder of the increases were primarily to support the continued
growth of our business.
Other Expenses (Income)
Three Months Ended September
30, Change Nine Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ % 2022 2021 $ %
Interest expense, net $ 1,497 $ 78 $ 1,419 1,819.2 % $ 1,632 $ 260 $ 1,372 527.7 %
Change in fair value of
derivative warrant liabilities 159 - 159 N/A (445) - (445) N/A
Change in fair value of earnout
liabilities (3,581) - (3,581) N/A (53,821) - (53,821) N/A
Change in fair value of
conversion option derivative
liabilities (15,510) - (15,510) N/A (15,510) - (15,510) N/A
Gain on debt extinguishment - - - N/A (183) (5,186) 5,003 (96.5) %
Other, net 36 (54) 90 (166.7) % 172 (1,126) 1,298 (115.3) %
Total other non-operating
(income) expense $ (17,399) $ 24 $ (17,423) (72,595.8) % $ (68,155) $ (6,052) $ (62,103) 1,026.2 %
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Interest expense
Three Months Ended
The increase in interest expense was the result of interest and amortization
related to the Senior Secured Convertible Note during the third quarter of 2022.
Nine Months Ended
The increase in interest expense was the result of interest and amortization
related to the Senior Secured Convertible Note during the third quarter of 2022.
Change in fair value of liabilities
Three Months Ended
The increase in non-operating (income) expense was primarily due to gains of$3,581 and$15,510 , respectively, as a result of decreases in the fair value of earnout liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively.
Nine Months Ended
The increase in non-operating (income) expense was primarily due to gains of$53,821 and$15,510 , respectively, as a result of decreases in the fair value of earnout liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively.
Gain on debt extinguishment
There was no gain on debt extinguishment during the nine months ended
30, 2022
Nine Months Ended
During the nine months endedSeptember 30, 2022 , gain on debt extinguishment of$183 was a result of forgiveness of a CARES Act loan that was acquired as part of a physician practice acquisition. During the nine months endedSeptember 30, 2021 , gain on debt extinguishment of$5,186 was a result of forgiveness of a CARES Act loan and a physician practice acquisition.
Other, net
The change in other, net was primarily due to Provider Relief Funding received under the CARES Act during the nine months endedSeptember 30, 2021 that did not occur in 2022.
Liquidity and Capital Resources
General
To date, the Company has financed its operations principally through debt
facilities, issuances of equity securities and payments received from various
payors. As of
equivalents, of which
The Company expects to incur operating losses and generate negative cash flows
from operations for the foreseeable future due to the investments management
intends to continue to make in expanding operations and sales and marketing and
due to additional general and administrative expenses management expects to
incur in connection with operating as a public company. As a result, the Company
may require additional capital resources to execute strategic initiatives to
grow the business.
Management believes that the cash on hand and cash from the Business Combination
and the Senior Secured Convertible Note will be sufficient to fund the Company's
operating and capital needs for at least the next 12 months. Management's
assessment of the period of time through which our financial resources will be
adequate to support our operations is a forward-looking statement and involves
risks and uncertainties. The Company's actual results could vary because of, and
its future capital requirements will depend on, many factors, including our
growth rate, the timing and extent of spending to open or acquire new clinics
and expand into new markets and the expansion of sales and marketing activities.
The Company may in the future enter into arrangements to acquire or invest in
complementary businesses, services and technologies, including
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intellectual property rights. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than management currently expects. The Company may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to management or at all. If unable to raise additional capital when desired, or if the Company cannot expand operations or otherwise capitalize on business opportunities because the Company's lack of sufficient capital, the Company's business, results of operations, and financial condition would be adversely affected.
Cash Flows
The following table presents a summary of the Company's consolidated cash flows
from operating, investing, and financing activities for the periods indicated.
Nine Months Ended September 30, Change
(dollars in thousands) 2022 2021 $ %
Net cash, cash equivalents, and restricted cash
used in operating activities $ (47,759) $ (9,345) $ (38,414) 411 %
Net cash, cash equivalents, and restricted cash
used in investing activities (99,043) (3,003) (96,040) 3,198 %
Net cash, cash equivalents, and restricted cash
provided by financing activities 93,053 17,882 75,171 420 %
Net (decrease) increase in cash, cash
equivalents, and restricted cash $ (53,749) $ 5,534 $ (59,283) (1,071) %
Cash, cash equivalents, and restricted cash at
beginning of period 115,174 5,998 109,176 1,820 %
Cash, cash equivalents, and restricted cash at
end of period $ 61,425 $ 11,532 $ 49,893 433 %
Operating Activities
Significant changes impacting net cash, cash equivalents, and restricted cash
used in operating activities for the nine months ended September 30, 2022 as
compared to the nine months ended September 30, 2021 were as follows:
•Net income increased $11,930 , offset by a decrease in the fair value of
liability classified earnouts of $53,821 and a decrease in the fair value of
liability classified conversion option derivatives of $15,510 for the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021 ;
•Cash used by accounts receivable increased $11,020 for the nine months ended
September 30, 2022 as compared to the nine months ended September 30, 2021 due
to the growth in the Company's business;
•Cash used by accounts payable, accrued expenses and income taxes payable
increased $13,952 for the nine months ended September 30, 2022 as compared to
the nine months ended September 30, 2021 primarily due to an increase in vendor
payables due to the growth in the Company's business; and
•Cash used by inventory increased $1,244 for the nine months ended September 30,
2022 as compared to the nine months ended September 30, 2021 due to the growth
in the Company's business.
•Cash provided by prepaid and other current assets increased $12,607 for the
nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021 primarily due to the amortization of the D&O policy during
2022 and costs incurred in association with the SPAC transaction during 2021
that were deferred until the transaction closed.
Investing Activities
Net cash used in investing activities increased$96,040 for the nine months endedSeptember 30, 2022 as compared to the nine months endedSeptember 30, 2021 due to purchases of marketable securities of$87,402 that did not occur in the prior period, an increase in cash used for purchases of practice acquisitions and intangibles of$7,080 , as well as an increase in cash used for purchases of property and equipment of$1,558 for new clinic builds and clinic remodels. 54
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Financing Activities
Net cash used in financing activities increased$75,171 for the nine months endedSeptember 30, 2022 as compared to the nine months endedSeptember 30, 2021 primarily due to$110,000 of proceeds from the Senior Secured Convertible Note, offset by$3,663 of deferred debt issuance costs and a$9,000 repurchase of common stock and common stock options. For the nine months endedSeptember 30, 2021 , net cash provided by financing activities primarily relates to the issuance of$20,000 of Legacy Preferred Stock.
Material Cash Requirements
The Company's material cash requirements for the following five years consist of operating leases and other miscellaneous administrative expenses. Additionally, the Company is subject to certain outside claims and litigation arising out of the ordinary course of business, however, no such litigation requires future cash expenditure as ofSeptember 30, 2022 . Material Cash Requirements Due by the Year Ended December 31, (dollars in thousands) 2022 2023-2024 2025-2026 Thereafter Total Operating leases$ 1,511 $ 12,389
Deferred acquisition and contingent
consideration
1,700 4,959 - - 6,659 Other1 1,329 3,209 81 29 4,648 Total material cash requirements$ 4,540 $ 20,557
(1) Other is comprised of finance leases and directors and officers insurance
premiums.
JOBS Act The Company qualifies as an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Critical Accounting Policies
The Company prepares its financial statements in accordance with generally accepted accounting principles inthe United States ("U.S. GAAP"), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Leases OnJanuary 1, 2022 , the Company adopted ASU 2016-02, Leases, with various amendments issued in 2018 and 2019 (collectively, "ASC 842") using the modified retrospective approach, for leases that existed onJanuary 1, 2022 . ASC 842 requires lessees to recognize assets and liabilities for most leases. The Company evaluates whether an arrangement is or contains a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. Upon lease commencement, the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company applied certain practical expedients permitted under the transition guidance, including the package of practical expedients, which permits the Company not to reassess its prior conclusions related to lease identification, lease classification, and initial direct costs capitalization. The Company solely acts as a lessee and its leases primarily consist of 55
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operating leases for its real estate in the states in which the Company
operates. The Company has other operating or financing leases for various
clinical and non-clinical equipment.
Generally, upon the commencement of a lease, the Company will record a
right-of-use ("ROU") asset and lease liability. An ROU asset represents the
Company's right to use an underlying asset for the lease term and lease
liabilities represent the Company's obligation to make lease payments arising
from the lease. Lease liabilities are measured at the present value of the
remaining, fixed lease payments at lease commencement. The Company uses its
incremental borrowing rate, based on the information available at the later of
adoption, inception, or modification in determining the present value of lease
payments. ROU assets are measured at an amount equal to the initial lease
liability, plus any prepaid lease payments (less any incentives received) and
initial direct costs, at the lease commencement date. The Company has elected to
account for lease and non-lease components as a single lease component for all
underlying classes of assets. As a result, the fixed payments that would
otherwise be allocable to the non-lease components are account for as lease
payments and included in the measurement of the Company's right-of-use asset and
lease liability.
Lease arrangements with an initial term of 12 months or less are considered
short-term leases and are not recorded on the balance sheet. The short-term
lease payments are recognized as an expense on a straight-line basis over the
lease term. The lease term includes any period covered by renewal options
available that the Company is reasonably certain to exercise and any options to
terminate the lease that the Company is not reasonably certain to exercise.
Variable Interest Entities
The Company consolidates entities for which it has a variable interest and is
determined to be the primary beneficiary. The Company holds variable interests
in the TOI PCs, comprised of TOI CA, TOI FL, and TOI TX all of which the Company
cannot legally own due to jurisdictional laws governing the corporate practice
of medicine. The TOI PCs employ physicians and other clinicians in order to
provide professional services to patients of our managed clinics, and under
substantially similar MSAs, we serve as the exclusive manager and administrator
of the TOI PCs' non-medical functions and services. The TOI PCs are considered
variable interest entities ("VIEs") as they do not have sufficient equity to
finance their activities without additional financial support from the Company.
An enterprise having a controlling financial interest in a VIE must consolidate
the VIE if it has both power and benefits - that is, it has (1) the power to
direct the activities of a VIE that most significantly impacts the VIE's
economic performance (power), and (2) the obligation to absorb the losses of the
VIE that potentially could be significant to the VIE or the right to receive
benefits from the VIE that potentially could be significant to the VIE
(benefits). The Company has the power to control all financial activities of the
TOI PCs, the rights to receive substantially all benefits from the VIEs, and
consequently consolidates the TOI PCs. Revenues, expenses, and income from the
TOI PCs are included in the consolidated amounts as presented on the Condensed
Consolidated Statements of Income (Operations).
Segment Reporting
The Company presents the financial statements by segment in accordance with the
relevant accounting literature to provide investors with transparency into how
the chief operating decision maker ("CODM") manages the business. The Company's
CODM is our Chief Executive Officer. The CODM reviews financial information and
allocates resources across three operating segments: dispensary, patient care,
and clinical trials & other.
Revenue Recognition
The Company recognizes consolidated revenue based upon the principle of the
transfer of control of our goods and services to customers in an amount that
reflects the consideration it expects to be entitled. This principle is achieved
through applying the following five-step approach:
1.Identification of the contract, or contracts, with a customer.
2.Identification of the performance obligations in the contract.
3.Determination of the transaction price.
4.Allocation of the transaction price to the performance obligations in the
contract.
5.Recognition of revenue when, or as, the entity satisfies a performance
obligation.
Consolidated revenue primarily consists of capitation revenue, fee-for-service
(FFS) revenue, dispensary revenue, and clinical trials revenue. Revenue is
recognized in the period in which services are rendered or the period in which
the TOI PCs are obligated to provide services. The form of billing and related
risk of collection for such services may vary by type of
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revenue and the payor. The following paragraphs provide a summary of the
principal forms of billing arrangements and how revenue is recognized for each.
Capitation
Capitation contracts have a single performance obligation that is a stand ready obligation to perform specified healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patient-customers can and do change month over month. The transaction price for capitation contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the term of the contract. Further, we adjust the transaction price for capitation deductions based on historical experience. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time. If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability.
Fee For Service
FFS revenue consists of fees for medical services actually provided to patients. These medical services are distinct since the patient can benefit from the medical services on their own. Each service constitutes a single performance obligation for which the patient accepts and receives the benefit of the medical services as they are performed. The transaction price from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to patients, and reimbursement of provider costs, all of which can vary from period to period. The Company estimates the transaction price using the most likely methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. As a practical expedient, the Company adopted a portfolio approach to determine the transaction price for the medical services provided under FFS arrangements. Under this approach, the Company bifurcated the types of services provided and grouped health plans with similar fees and negotiated payment rates. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into our billing systems as well as an estimate of the revenue associated with medical services. When the performance obligation is not satisfied, the billing is recognized as a contract liability. Dispensary Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. Revenue is recognized based on the transaction at the time the patient takes possession of the oral drug.
Clinical Research
Clinical research contracts represent a single, integrated set of research activities and thus are a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. The Company has elected to recognize revenue for clinical trials using the 'as-invoiced' practical expedient. The customer is invoiced periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established under contract with the customer.
Direct Costs of Sales
Direct cost of sales primarily consists of wages paid to clinical personnel and
other health professionals, oral and IV drug costs, and other medical supplies
used to provide patient care. Costs for clinical personnel wages are expensed as
incurred and costs for inventory and medical supplies are expensed when used,
generally by applying the specific identification method.
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Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit's fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit's carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. Finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When circumstances indicate that recoverability may be impaired, the Company assesses its ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Fair value is determined based on appropriate valuation techniques.
ROOT, INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
COREBRIDGE FINANCIAL, INC. – 10-Q – | Management's Discussion and Analysis of Financial Condition and Results of Operations
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